Laser Photonics (LASE) Issues Commitment Shares, Warrant, and Secured Convertible Note

Rhea-AI Filing Summary

Laser Photonics Corporation entered a Securities Purchase Agreement with Hudson Global that requires the company to issue 418,000 commitment shares, a warrant for 157,258 shares exercisable at $4.34 per share for five years 12-month secured convertible note described in the SPA. The convertible instrument is stated as a principal amount of $455,0000 bearing 12% annual interest, repayable via monthly amortization payments of $45,818 and convertible at $4.34 per share

The note may be prepaid within the first 60 days from August 27, 2025 without penalty; after 60 days prepayment requires payment of 118% of accrued and unpaid interest and unpaid principal. The warrant and conversion shares and the commitment shares carry piggyback registration rights for Hudson Global. The filing discloses these material financing terms but contains the exact principal figure as written ($455,0000), which appears in the SPA text provided.

Positive

• Immediate financing secured via a structured package of commitment shares, warrant, and convertible note
• Piggyback registration rights granted to Hudson Global improve liquidity for the investor and facilitate future registration of conversion shares
• Prepayment option without penalty within the first 60 days provides the company a narrow window to refinance cheaply

Negative

• Potential dilution from issuance of 418,000 commitment shares, a warrant for 157,258 shares, and convertible note conversions at $4.34
• High cash burden: the convertible note carries 12% annual interest and monthly amortization payments of $45,818
• Expensive post-60-day prepayment: prepayment after 60 days requires paying 118% of accrued/unpaid interest and unpaid principal
• Ambiguous principal amount formatting in the filing appears as $455,0000, which could create confusion about the exact funding amount

Insights

Financial Analyst

TL;DR Material financing secured through equity, warrant, and a high-interest convertible note likely dilutes shareholders and provides short-term liquidity.

The SPA outlines issuance of 418,000 commitment shares, a 157,258-share warrant at $4.34, and a secured convertible note described as $455,0000 at 12% interest repayable via monthly amortization of $45,818. These instruments provide immediate capital but are dilutive if converted and impose substantial cash interest and amortization obligations. Piggyback registration rights improve liquidity for the investor but may increase share supply. The terms are short-dated (12 months) with an elevated post-60-day prepayment charge of 118%, indicating a costly early exit for the issuer after the initial period.

Corporate Governance Expert

TL;DR The transaction is a material financing event with investor protections and registration rights, warranting board oversight on dilution and disclosure.

The SPA grants Hudson Global piggyback registration rights for commitment and conversion shares, which affects future equity supply. The combination of commitment shares, a convertible note, and a warrant concentrates multiple securities that can convert into common stock at the same $4.34 price, creating layered dilution scenarios. Contractual provisions such as customary adjustment protections and the black-scholes payment on penny-stock treatment should be reviewed for shareholder impact and disclosure completeness.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

LASER PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-41515		84-3628771
(State of other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1101 N. Keller Rd. Suite G Orlando, FL		32810
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 804-1000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LASE		The Nasdaq Stock Market LLC

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry Into a Material Definitive Agreement.

On August 28, 2025, the registrant, Laser Photonics Corporation (the “Company” or “Laser Photonics”), closed a convertible note financing with Hudson Global Ventures, LLC (“Hudson Global”). In connection with this financing, the Company entered into a Securities Purchase Agreement (the “SPA”) with Hudson Global requiring that the Company (i) issue 418,000 shares of its common stock as commitment shares (the “Commitment Shares”), (ii) issue a warrant (the “Warrant”) for 157,258 shares of the Company’s common stock at a conversion price of $4.34 per share subject to customary adjustments for fundamental corporate actions such as mergers, reverse splits and stock dividends, that is exercisable for five years or that the Company must earlier pay the Event of Default Black Scholes Value as that term is defined in the Warrant if the Company’s common stock is deemed “penny Stock” under SEC Rule 240.3a51-1, and (iii) issue a 12 month secured convertible promissory note in the principal amount of $455,0000 (the “Convertible Note”) bearing annual interest of 12% to be repaid through monthly amortization payments of $45,818 and that is convertible into shares of the Company’s common stock at a fixed price of $4.34 per share, subject to customary adjustments for fundamental corporate actions such as mergers, reverse splits and stock dividends, that can be prepaid within the first 60 days from August 27, 2025, without any penalty and after 60 days from August 27, 2025,at a payment of 118% of the accrued and unpaid interest and unpaid principal of the Convertible Note. Under the terms of the SPA, Hudson Global has piggyback rights for the conversion shares underlying the Warrant and the Convertible Note as well as for the Commitment Shares.

The foregoing description of the SPA, the Warrant, and the Convertible Note are qualified in their entirety by reference to the full text of those agreements, a copy of each of which is filed as Exhibit 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement dated August 27, 2025, between Hudson Global Ventures, LLC and Laser Photonics Corporation Florida, LLC
10.2		Warrant dated August 27, 2025, issued by Laser Photonics Corporation to Hudson Global Ventures, LLC
10.3		Convertible Note dated August 27, 2025, issued by Laser Photonics Corporation to Hudson Global Ventures, LLC
104		Cover Page Interactive Data File

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 3, 2025	Laser Photonics Corporation
	By:	/s/ Wayne Tupuola
		Wayne Tupuola
		President and CEO

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FAQ

What financing did LASE announce in the 8-K?

The company entered a Securities Purchase Agreement requiring issuance of 418,000 commitment shares, a warrant for 157,258 shares at $4.34, and a 12-month secured convertible note $455,0000) bearing 12% interest.

What are the conversion/exercise terms for the warrant and note?

Both the warrant and the convertible note are convertible/exercisable at a fixed price of $4.34 per share, subject to customary adjustments for corporate actions.

What are the payment and prepayment terms of the convertible note?

The note bears 12% annual interest, is repaid via monthly amortization payments of $45,818, may be prepaid within 60 days of August 27, 2025 without penalty, and after 60 days requires payment of 118% of accrued and unpaid interest and unpaid principal.

Does Hudson Global have registration rights for the issued shares?

Yes, Hudson Global has piggyback registration rights for the conversion shares underlying the warrant and convertible note as well as for the commitment shares.

Is there any special treatment if LASE stock is a penny stock?

The warrant includes a provision that if the company’s common stock is deemed a penny stock under SEC Rule 240.3a51-1, the company must earlier pay the Event of Default Black Scholes Value as defined in the warrant.

When was the SPA dated in the filing?

The convertible note and related SPA terms reference an effective date of August 27, 2025.